Common use of Consummation Clause in Contracts

Consummation. The Investor or the Existing Stockholders shall have 120 days from the date of the applicable Final Notice in which to sell to the Third Party the Securities owned by the Investor or the Existing Stockholders and the Included Shares of the Other Tag-Along Rights Holders on terms which are not materially less favorable to the sellers of Securities than those specified in the applicable Initial Offer Notice; provided, however, that in the event there is a decrease in the price to be paid by the Third Party for the Securities to be sold from the price set forth in the applicable Initial Offer Notice, which decrease is acceptable to the Investor or the Existing Stockholders, as applicable, or other material change in terms which are less favorable to the Investor or the Existing Stockholders, as the case may be, but which are acceptable to the Investor or the Existing Stockholders, as the case may be, the Investor or the Existing Stockholders, as the case may be, shall notify the participating Stockholders of such decrease or change in terms, and each of the participating Stockholders shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of Securities it will sell to such Third Party as previously indicated in the applicable Acceptance Notice, and the number of shares that all other participating Stockholders (including Other Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 3.3; and provided, further, that in the event there is an increase in the price to be paid by the Third Party for the Securities to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Investor or the Existing Stockholders, as the case may be, the Investor or the Existing Stockholders, as the case may be, shall notify the other Stockholders of such increase or change in terms, and each of the Stockholders who was eligible to but did not elect to participate to the full extent of its rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities it will sell to such Third Party, and the number of shares that all other participating Stockholders (including the Other Tag-Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities which complies with this Section 3 in connection with such purchase shall not be subject to the obligations contained in this Section 3 with respect to its future sales of such Securities. The Investor or the Existing Stockholders, as the case may be, shall cause to be remitted to the participating Stockholders the total sales price of the Included Shares of the participating Stockholders sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the Investor or the Existing Stockholders, as the case may be, and as specified in the applicable Initial Offer Notice, net of the pro rata portion (based on the total value of the consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred in connection with a sale consummated pursuant to this Section 3. The Investor or the Existing Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the participating Stockholders including, without limitation, evidence of the expenses incurred by the Investor or the Existing Stockholder, as the case may be, in connection with such sale. If and to the extent that, at the end of 120 days following the date of the applicable Final Notice, the Investor or the Existing Stockholder, as the case may be, has not completed the sale contemplated thereby, the Investor or the Existing Stockholder, as the case may be, shall return to the other participating Stockholders all certificates representing the Included Shares and all powers-of-attorney which the other participating Stockholders may have transmitted pursuant to the terms hereof.

Consummation. The Investor Sears Stockholder, FS Stockholder ------------ or the Existing Stockholders Ripplewood Stockholder shall have 120 90 days from the date of the applicable Final Notice or Ripplewood Final Notice, respectively, in which to sell to the Third Party the Securities shares of Common Stock owned by the Investor Sears Stockholder, FS Stockholder or the Existing Stockholders Ripplewood Stockholder and the Included Shares of the Other other Stockholders having Tag-Along Rights Holders on terms which are not materially less favorable to the sellers of Securities shares of Common Stock than those specified in the applicable Initial Offer Notice; provided, however, that in -------- ------- the event there is a decrease in the price to be paid by the Third Party for the Securities shares of Common Stock to be sold from the price set forth in the applicable Initial Offer Notice or the Ripplewood Initial Offer Notice, as applicable, which decrease is acceptable to the Investor Sears Stockholder, FS Stockholder (in the case of a Third Party Offer) or Ripplewood Stockholder (in the Existing Stockholders, as applicablecase of a Ripplewood Third Party Offer), or other material change in terms which are less favorable to the Investor Sears Stockholder, FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, but which are acceptable to the Investor Sears Stockholder, FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, the Investor Sears Stockholder, FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, shall notify the participating Stockholders of such decrease or change in terms, and each of the participating Stockholders shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of Securities shares of Common Stock it will sell to such Third Party as previously indicated in the applicable Acceptance Notice, Notice and the number of shares that all other participating Stockholders stockholders (including Other Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 3.3; and provided, further, that in -------- ------- the event there is an increase in the price to be paid by the Third Party for the Securities shares of Common Stock to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Investor Sears Stockholder, FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, the Investor Sears Stockholder, FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, shall notify the other Stockholders of such increase or change in terms, and each of the Stockholders who was eligible to but did not elect to participate to the full extent of its their rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities shares of Common Stock it will sell to such Third Party, and the number of shares that all other participating Stockholders stockholders (including the Other other Tag-Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities shares of Common Stock which complies with this Section 3 in connection with such purchase shall not be subject to the obligations contained in this Section 3 with respect to its future sales of such Securitiestheir shares. The Investor Sears Stockholder, FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, shall cause to be remitted to the participating Stockholders the total sales price of the Included Shares of the participating Stockholders sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the Investor Sears Stockholder, FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, and as specified in the applicable Initial Offer Notice (or Ripplewood Initial Offer Notice, as applicable), net (i) in an exercise of Tag-Along Rights by an Existing Stockholder, of the reasonable, incremental out-of-pocket expenses incurred by the FS Stockholder or Sears Stockholder in connection with such sale as a result of the Existing Stockholders' participation therein or (ii) in an exercise of Tag-Along Rights by the Sears Stockholder, the Ripplewood Stockholder or the FS Stockholder, of the pro rata portion (based on the total value number of the consideration received shares of Common Stock included by such each Stockholder compared to the aggregate consideration received by all Stockholders number of shares of Common Stock included in the transactionsuch sale) of the reasonable out-of-pocket expenses incurred in connection with a sale consummated pursuant to this Section 3. The Investor Sears Stockholder, FS Stockholder or the Existing Ripplewood Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the participating Stockholders including, without limitation, evidence of the expenses incurred by the Investor Sears Stockholder, FS Stockholder or the Existing Ripplewood Stockholder, as the case may be, in connection with such sale. If and to the extent that, at the end of 120 90 days following the date of the applicable Final Notice (or Ripplewood Final Notice, as applicable), the Investor Sears Stockholder, FS Stockholder or the Existing Ripplewood Stockholder, as the case may be, has not completed the sale contemplated thereby, the Investor Sears Stockholder, FS Stockholder or the Existing Ripplewood Stockholder, as the case may be, shall return to the other participating Stockholders all certificates representing the Included Shares and all powers-of-attorney which the other participating Stockholders may have transmitted pursuant to the terms hereof.

Consummation. The Investor or the Existing Stockholders FSEP IV shall have 120 180 days from the date of the applicable FS ------------ Final Notice in which to sell to the Third Party the Securities shares owned by the Investor or the Existing Stockholders FSEP IV, Xxxxxx Xxxxxxx, if applicable, and the Stockholder Included Shares of the Other Tag-Along Rights Holders on terms which are not materially less favorable to the sellers of Securities Shares than those specified in the applicable FS Initial Offer Notice; provided, however, that in -------- ------- the event there is a decrease in the price to be paid by the Third Party for the Securities Shares to be sold from the price set forth in the applicable FS Initial Offer Notice, which decrease is acceptable to the Investor or the Existing StockholdersFSEP IV, as applicable, or other than material change in terms which are less favorable to the Investor or the Existing Stockholders, as the case may beFSEP IV, but which are acceptable to the Investor or the Existing StockholdersFSEP IV, as the case may be, the Investor or the Existing Stockholders, as the case may be, FSEP IV shall notify the participating Stockholders selling Stockholder of such decrease or change in terms, and each of the participating Stockholders such Stockholder shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of Securities Shares it will sell to such Third Party as previously indicated in the applicable FS Acceptance Notice, and the number of shares that all other participating Stockholders stockholders (including Other FS Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 3.3; and provided, further, that in the event there is an increase in the price to be paid by the Third Party 5.4(c). FSEP IV shall act as agent for the Securities to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Investor or the Existing Stockholders, as the case may be, the Investor or the Existing Stockholders, as the case may be, shall notify the other Stockholders of such increase or change in terms, and each of the Stockholders who was eligible to but did not elect to participate to the full extent of its rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities it will sell to such Third Party, and the number of shares that all other participating Stockholders (including the Other Tag-Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities which complies with this Section 3 Stockholder in connection with such purchase shall not be subject to the obligations contained in this Section 3 with respect to its future sales of such Securities. The Investor or the Existing Stockholders, as the case may be, sale and shall cause to be remitted to the participating Stockholders such Stockholder the total sales price of the Stockholder Included Shares of the participating Stockholders sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the Investor or the Existing Stockholders, as the case may be, FSEP IV and as specified in the applicable FS Initial Offer Notice, net of the such Stockholder's pro rata portion (based on the total value of the consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders stockholders in the transaction) of the reasonable out-of-pocket expenses (not including any expenses paid or payable to an affiliate of FSEP IV) incurred in connection with a sale consummated pursuant to this Section 3. The Investor or the Existing Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested paid by the participating Stockholders including, without limitation, evidence of the expenses incurred by the Investor or the Existing Stockholder, as the case may be, FSEP IV in connection with such sale. If and to the extent that, at the end of 120 180 days following the date of the applicable FS Final Notice, the Investor or the Existing Stockholder, as the case may be, FSEP IV has not completed the sale contemplated thereby, the Investor or the Existing Stockholder, as the case may be, FSEP IV shall return to the other participating Stockholders such Stockholder all certificates representing the Stockholder Included Shares and all powers-of-attorney which the other participating Stockholders such Stockholder may have transmitted pursuant to the terms hereof.

Consummation. The Investor or the Existing Stockholders FS Stockholder shall have 120 180 days from ------------ the date of the applicable Final Notice in which to sell to the Third Party the Securities shares of Common Stock owned by the Investor or the Existing Stockholders FS Stockholder and the Included Shares of the Other Tag-Along Rights Holders New Stockholders on terms which are not materially less favorable to the sellers of Securities shares of Common Stock than those specified in the applicable Initial Offer Notice; provided, however, that in the event there is a decrease in the price to -------- ------- be paid by the Third Party for the Securities shares of Common Stock to be sold from the price set forth in the applicable Initial Offer Notice, which decrease is acceptable to the Investor or the Existing Stockholders, as applicableFS Stockholder, or other material change in terms which are less favorable to the Investor or the Existing Stockholders, as the case may beFS Stockholder, but which are acceptable to the Investor or the Existing Stockholders, as the case may beFS Stockholder, the Investor or the Existing Stockholders, as the case may be, FS Stockholder shall notify the participating New Stockholders of such decrease or change in terms, and each of the participating New Stockholders shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of Securities shares of Common Stock it will sell to such Third Party as previously indicated in the applicable Acceptance Notice, Notice and the number of shares that all other participating Stockholders stockholders (including Other Tag-Tag- Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 3.3; and provided, further, that in the event there is an increase in the price to be paid by the Third Party 2.3. The FS Stockholder shall act as agent for the Securities to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Investor or the Existing Stockholders, as the case may be, the Investor or the Existing Stockholders, as the case may be, shall notify the other New Stockholders of such increase or change in terms, and each of the Stockholders who was eligible to but did not elect to participate to the full extent of its rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities it will sell to such Third Party, and the number of shares that all other participating Stockholders (including the Other Tag-Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities which complies with this Section 3 in connection with such purchase shall not be subject to the obligations contained in this Section 3 with respect to its future sales of such Securities. The Investor or the Existing Stockholders, as the case may be, sale and shall cause to be remitted to the participating Stockholders each New Stockholder the total sales price of the Included Shares of the participating Stockholders such New Stockholder sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the Investor or the Existing Stockholders, as the case may be, FS Stockholder and as specified in the applicable Initial Offer Notice, net of the New Stockholder's respective pro rata portion (based on the total value number of the consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transactionshares of Common Stock sold) of the reasonable reasonable, out-of-pocket expenses incurred by the FS Stockholder in connection with a such sale consummated pursuant to this Section 3(not including, however, any transaction fee charged by the FS Stockholder or its Affiliates). The Investor or the Existing FS Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the participating Stockholders New Stockholder including, without limitation, evidence of the expenses incurred by the Investor or the Existing Stockholder, as the case may be, FS Stockholder in connection with such sale. If and to the extent that, at the end of 120 180 days following the date of the applicable Final Notice, the Investor or the Existing Stockholder, as the case may be, FS Stockholder has not completed the sale contemplated thereby, the Investor or the Existing Stockholder, as the case may be, FS Stockholder shall return to the other each participating Stockholders New Stockholder all certificates representing the Included Shares and all powers-of-attorney which the other participating Stockholders a New Stockholder may have transmitted pursuant to the terms hereof.

Consummation. The Investor or the Existing Stockholders FS Stockholder shall have 120 180 days from the ------------ date of the applicable Final Notice in which to sell to the Third Party the Securities shares of Common Stock owned by the Investor or the Existing Stockholders FS Stockholder and the Included Shares of the Other Tag-Along Rights Holders Existing Stockholders on terms which are not materially less favorable to the sellers of Securities shares of Common Stock than those specified in the applicable Initial Offer Notice; provided, however, that in the event there is a decrease in the price to -------- ------- be paid by the Third Party for the Securities shares of Common Stock to be sold from the price set forth in the applicable Initial Offer Notice, which decrease is acceptable to the Investor or the Existing Stockholders, as applicableFS Stockholder, or other material change in terms which are less favorable to the Investor or the Existing Stockholders, as the case may beFS Stockholder, but which are acceptable to the Investor or the Existing Stockholders, as the case may beFS Stockholder, the Investor or the Existing Stockholders, as the case may be, FS Stockholder shall notify the participating Existing Stockholders of such decrease or change in terms, and each of the participating Existing Stockholders shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of Securities shares of Common Stock it will sell to such Third Party as previously indicated in the applicable Acceptance Notice, Notice and the number of shares that all other participating Stockholders stockholders (including Other Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 3.3; and provided, further, that in the event there is an increase in the price to be paid by the Third Party . The FS Stockholder shall act as agent for the Securities to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Investor or the Existing Stockholders, as the case may be, the Investor or the Existing Stockholders, as the case may be, shall notify the other Stockholders of such increase or change in terms, and each of the Stockholders who was eligible to but did not elect to participate to the full extent of its rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities it will sell to such Third Party, and the number of shares that all other participating Stockholders (including the Other Tag-Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities which complies with this Section 3 in connection with such purchase shall not be subject to the obligations contained in this Section 3 with respect to its future sales of such Securities. The Investor or the Existing Stockholders, as the case may be, sale and shall cause to be remitted to the participating Stockholders an Existing Stockholder the total sales price of the Included Shares of the participating Stockholders such Existing Stockholder sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the Investor or the Existing Stockholders, as the case may be, FS Stockholder and as specified in the applicable Initial Offer Notice, net of the Existing Stockholder's respective pro rata portion (based on the total value number of the consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transactionshares of Common Stock sold) of the reasonable reasonable, out-of-pocket expenses incurred by the FS Stockholder in connection with a such sale consummated pursuant to this Section 3(not including, however, any transaction fee charged by the FS Stockholder or its Affiliates). The Investor or the Existing FS Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the participating Stockholders Existing Stockholder including, without limitation, evidence of the expenses incurred by the Investor or the Existing Stockholder, as the case may be, FS Stockholder in connection with such sale. If and to the extent that, at the end of 120 180 days following the date of the applicable Final Notice, the Investor or the Existing Stockholder, as the case may be, FS Stockholder has not completed the sale contemplated thereby, the Investor or the Existing Stockholder, as the case may be, FS Stockholder shall return to the other each participating Stockholders Existing Stockholder all certificates representing the Included Shares and all powers-of-attorney which the other participating Stockholders an Existing Stockholder may have transmitted pursuant to the terms hereof.

Consummation. The Investor or the Existing Stockholders Holding shall have 120 180 days from the date of ------------ the applicable Final Notice in which to sell to the Third Party the Securities shares of Common Stock owned by the Investor or the Existing Stockholders Holding and the Included Shares of the Other Tag-Along Rights Holders Trust on terms which are not materially less favorable to the sellers of Securities shares of Common Stock than those specified in the applicable Initial Offer Notice; provided, however, that in the -------- ------- event there is a decrease in the price to be paid by the Third Party for the Securities shares of Common Stock to be sold from the price set forth in the applicable Initial Offer Notice, which decrease is acceptable to the Investor or the Existing Stockholders, as applicableHolding, or other material change in terms which are less favorable to the Investor or the Existing Stockholders, as the case may beHolding, but which are acceptable to the Investor or the Existing StockholdersHolding, as the case may be, the Investor or the Existing Stockholders, as the case may be, Holding shall notify the participating Stockholders Trust of such decrease or change in terms, and each of the participating Stockholders Trust shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of Securities shares of Common Stock it will sell to such Third Party as previously indicated in the applicable Acceptance Notice, Notice and the number of shares that all other participating Stockholders Shareholders (including Other Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 3.3; and provided, further, that in the event there is an increase in the price to be paid by the Third Party . Holding shall act as agent for the Securities to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Investor or the Existing Stockholders, as the case may be, the Investor or the Existing Stockholders, as the case may be, shall notify the other Stockholders of such increase or change in terms, and each of the Stockholders who was eligible to but did not elect to participate to the full extent of its rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities it will sell to such Third Party, and the number of shares that all other participating Stockholders (including the Other Tag-Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities which complies with this Section 3 Trust in connection with such purchase shall not be subject to the obligations contained in this Section 3 with respect to its future sales of such Securities. The Investor or the Existing Stockholders, as the case may be, sale and shall cause to be remitted to the participating Stockholders Trust the total sales price of the Included Shares of the participating Stockholders Trust sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the Investor or the Existing Stockholders, as the case may be, Holding and as specified in the applicable Initial Offer Notice, net of the Trust's pro rata portion (based on the total value number of the consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transactionshares of Common Stock sold) of the reasonable reasonable, out-of-pocket expenses (not including any expenses paid or payable to an Affiliate or Associate of Holding) incurred and paid by Holding in connection with a sale consummated pursuant to this Section 3such sale. The Investor or the Existing Stockholder Holding shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the participating Stockholders Trust including, without limitation, evidence of the expenses incurred by the Investor or the Existing Stockholder, as the case may be, Holding in connection with such sale. If and to the extent that, at the end of 120 180 days following the date of the applicable Final Notice, the Investor or the Existing Stockholder, as the case may be, Holding has not completed the sale contemplated thereby, the Investor or the Existing Stockholder, as the case may be, Holding shall return to the other participating Stockholders Trust all certificates representing the Included Shares and all powers-of-attorney which the other participating Stockholders Trust may have transmitted pursuant to the terms hereof.

Consummation. The Investor FS Stockholder or the Existing Stockholders Ripplewood Stockholder shall ------------ have 120 90 days from the date of the applicable Final Notice or Ripplewood Final Notice, respectively, in which to sell to the Third Party the Securities shares of Common Stock owned by the Investor FS Stockholder or the Existing Stockholders Ripplewood Stockholder and the Included Shares of the Other other Stockholders having Tag-Along Rights Holders on terms which are not materially less favorable to the sellers of Securities shares of Common Stock than those specified in the applicable Initial Offer Notice; provided, however, that in the event there -------- ------- is a decrease in the price to be paid by the Third Party for the Securities shares of Common Stock to be sold from the price set forth in the applicable Initial Offer Notice or the Ripplewood Initial Offer Notice, as applicable, which decrease is acceptable to the Investor FS Stockholder (in the case of a Third Party Offer) or Ripplewood Stockholder (in the Existing Stockholders, as applicablecase of a Ripplewood Third Party Offer), or other material change in terms which are less favorable to the Investor FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, but which are acceptable to the Investor FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, the Investor FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, shall notify the participating Stockholders of such decrease or change in terms, and each of the participating Stockholders shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of Securities shares of Common Stock it will sell to such Third Party as previously indicated in the applicable Acceptance Notice, Notice and the number of shares that all other participating Stockholders stockholders (including Other Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 3.3; and provided, further, that in the event there is an -------- ------- increase in the price to be paid by the Third Party for the Securities shares of Common Stock to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Investor FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, the Investor FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, shall notify the other Stockholders of such increase or change in terms, and each of the Stockholders who was eligible to but did not elect to participate to the full extent of its their rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities shares of Common Stock it will sell to such Third Party, and the number of shares that all other participating Stockholders stockholders (including the Other other Tag-Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities shares of Common Stock which complies with this Section 3 in connection with such purchase shall not be subject to the obligations contained in this Section 3 with respect to its future sales of such Securitiestheir shares. The Investor FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, shall cause to be remitted to the participating Stockholders the total sales price of the Included Shares of the participating Stockholders sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the Investor FS Stockholder or the Existing StockholdersRipplewood Stockholder, as the case may be, and as specified in the applicable Initial Offer Notice (or Ripplewood Initial Offer Notice, as applicable), net (i) in an exercise of Tag-Along Rights by an Existing Stockholder, of the reasonable, incremental out- of-pocket expenses incurred by the FS Stockholder in connection with such sale as a result of the Existing Stockholders' participation therein or (ii) in an exercise of Tag-Along Rights by the Ripplewood Stockholder or the FS Stockholder, of the pro rata portion (based on the total value number of the consideration received Voting Securities included by such each Stockholder compared to the aggregate consideration received by all Stockholders number of Voting Securities included in the transactionsuch sale) of the reasonable out-of-pocket expenses incurred in connection with a sale consummated pursuant to this Section 3. The Investor FS Stockholder or the Existing Ripplewood Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the participating Stockholders including, without limitation, evidence of the expenses incurred by the Investor FS Stockholder or the Existing Ripplewood Stockholder, as the case may be, in connection with such sale. If and to the extent that, at the end of 120 90 days following the date of the applicable Final Notice (or Ripplewood Final Notice, as applicable), the Investor FS Stockholder or the Existing Ripplewood Stockholder, as the case may be, has not completed the sale contemplated thereby, the Investor FS Stockholder or the Existing Ripplewood Stockholder, as the case may be, shall return to the other participating Stockholders all certificates representing the Included Shares and all powers-of-attorney which the other participating Stockholders may have transmitted pursuant to the terms hereof.

Consummation. The Investor or the Existing Stockholders FSEP IV shall have 120 180 days from the date of the applicable FS ------------ Final Notice in which to sell to the Third Party the Securities shares owned by the Investor or the Existing Stockholders FSEP IV, Xxxxxx Xxxxxxx, if applicable, and the Optionee Included Shares of the Other Tag-Along Rights Holders on terms which are not materially less favorable to the sellers of Securities Shares than those specified in the applicable FS Initial Offer Notice; provided, however, that in the event -------- ------- there is a decrease in the price to be paid by the Third Party for the Securities Shares to be sold from the price set forth in the applicable FS Initial Offer Notice, which decrease is acceptable to the Investor or the Existing StockholdersFSEP IV, as applicable, or other than material change in terms which are less favorable to the Investor or the Existing Stockholders, as the case may beFSEP IV, but which are acceptable to the Investor or the Existing StockholdersFSEP IV, as the case may be, the Investor or the Existing Stockholders, as the case may be, FSEP IV shall notify the participating Stockholders selling Optionee of such decrease or change in terms, and each of the participating Stockholders such Optionee shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of Securities Shares it will sell to such Third Party as previously indicated in the applicable FS Acceptance Notice, and the number of shares that all other participating Stockholders stockholders (including Other FS Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 3.3; and provided, further, that in the event there is an increase in the price to be paid by the Third Party 9(b). FSEP IV shall act as agent for the Securities to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Investor or the Existing Stockholders, as the case may be, the Investor or the Existing Stockholders, as the case may be, shall notify the other Stockholders of such increase or change in terms, and each of the Stockholders who was eligible to but did not elect to participate to the full extent of its rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities it will sell to such Third Party, and the number of shares that all other participating Stockholders (including the Other Tag-Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities which complies with this Section 3 Optionee in connection with such purchase shall not be subject to the obligations contained in this Section 3 with respect to its future sales of such Securities. The Investor or the Existing Stockholders, as the case may be, sale and shall cause to be remitted to the participating Stockholders such Optionee the total sales price of the Optionee Included Shares of the participating Stockholders sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the Investor or the Existing Stockholders, as the case may be, FSEP IV and as specified in the applicable FS Initial Offer Notice, net of the such Optionee's pro rata portion (based on the total value of the consideration received by such Stockholder Optionee compared to the aggregate consideration received by all Stockholders stockholders in the transaction) of the reasonable out-of-pocket expenses (not including any expenses paid or payable to an affiliate of FSEP IV) incurred in connection with a sale consummated pursuant to this Section 3. The Investor or the Existing Stockholder shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested paid by the participating Stockholders including, without limitation, evidence of the expenses incurred by the Investor or the Existing Stockholder, as the case may be, FSEP IV in connection with such sale. If and to the extent that, at the end of 120 180 days following the date of the applicable FS Final Notice, the Investor or the Existing Stockholder, as the case may be, FSEP IV has not completed the sale contemplated thereby, the Investor or the Existing Stockholder, as the case may be, FSEP IV shall return to the other participating Stockholders such Optionee all certificates representing the Optionee Included Shares and all powers-of-attorney which the other participating Stockholders such Optionee may have transmitted pursuant to the terms hereofthereof.

Consummation. The Investor or the Existing Stockholders FS Entities shall have 120 180 days from ------------ the date of the applicable FS Final Notice in which to sell to the Third Party the Securities shares of Holding Common Stock owned by the Investor or the Existing Stockholders FS Entities and the Trust Included Shares of the Other Tag-Along Rights Holders on terms which are not materially less favorable to the sellers of Securities shares of Holding Common Stock or Common Stock, as the case may be, than those specified in the applicable Initial Offer Notice; provided, however, that in the event -------- ------- there is a decrease in the price to be paid by the Third Party for the Securities shares of Holding Common Stock and Common Stock to be sold from the price set forth in the applicable FS Initial Offer Notice, which decrease is acceptable to the Investor or the Existing Stockholders, as applicableFS Entities, or other material change in terms which are less favorable to the Investor or the Existing Stockholders, as the case may beFS Entities, but which are acceptable to the Investor or the Existing Stockholders, as the case may beFS Entities, the Investor or the Existing Stockholders, as the case may be, FS Entities shall notify the participating Stockholders Trust of such decrease or change in terms, and each of the participating Stockholders Trust shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of Securities shares of Common Stock it will sell to such Third Party as previously indicated in the applicable FS Acceptance Notice, Notice and the number of shares that all other participating Stockholders shareholders (including Other FS Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 3.3; and provided, further, that in the event there is an increase in the price to be paid by the Third Party 3A.3. The FS Entities shall act as agent for the Securities to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Investor or the Existing Stockholders, as the case may be, the Investor or the Existing Stockholders, as the case may be, shall notify the other Stockholders of such increase or change in terms, and each of the Stockholders who was eligible to but did not elect to participate to the full extent of its rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities it will sell to such Third Party, and the number of shares that all other participating Stockholders (including the Other Tag-Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities which complies with this Section 3 Trust in connection with such purchase shall not be subject to the obligations contained in this Section 3 with respect to its future sales of such Securities. The Investor or the Existing Stockholders, as the case may be, sale and shall cause to be remitted to the participating Stockholders Trust the total sales price of the Trust Included Shares of the participating Stockholders sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the Investor or the Existing Stockholders, as the case may be, FS Entities and as specified in the applicable FS Initial Offer Notice, net of the Trust's pro rata portion (based on the total value of the consideration received by such Stockholder the Trust compared to the aggregate consideration received by all Stockholders shareholders in the transaction) of the reasonable reasonable, out-of-pocket expenses (not including any expenses paid or payable to an Affiliate or Associate of the FS Entities) incurred and paid by the FS Entities in connection with a sale consummated pursuant to this Section 3such sale. The Investor or the Existing Stockholder FS Entities shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the participating Stockholders Trust including, without limitation, evidence of the expenses incurred by the Investor or the Existing Stockholder, as the case may be, FS Entities in connection with such sale. If and to the extent that, at the end of 120 180 days following the date of the applicable FS Final Notice, the Investor or the Existing Stockholder, as the case may be, has FS Entities have not completed the sale contemplated thereby, the Investor or the Existing Stockholder, as the case may be, FS Entities shall return to the other participating Stockholders Trust all certificates representing the Trust Included Shares and all powers-of-of- attorney which the other participating Stockholders Trust may have transmitted pursuant to the terms hereof.

Consummation. The Investor FS Stockholder or the Existing Stockholders ------------ shall have 120 180 days from the date of the applicable Final Notice in which to sell to the Third Party the Securities owned by the Investor FS Stockholder or the Existing Stockholders and the Included Shares of the Additional Stockholders and the Other Tag-Along Rights Holders on terms which are not materially less favorable to the sellers of Securities than those specified in the applicable Initial Offer Notice; provided, however, that in the event there is a decrease in the price to be -------- ------- paid by the Third Party for the Securities to be sold from the price set forth in the applicable Initial Offer Notice, which decrease is acceptable to the Investor FS Stockholder or the Existing Stockholders, as applicable, or other material change in terms which are less favorable to the Investor FS Stockholder or the Existing Stockholders, as the case may be, but which are acceptable to the Investor FS Stockholder or the Existing Stockholders, as the case may be, the Investor FS Stockholder or the Existing Stockholders, as the case may be, shall notify the participating Stockholders stockholders of such decrease or change in terms, and each of the participating Stockholders stockholders shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of Securities it will sell to such Third Party as previously indicated in the applicable Acceptance Notice, and the number of shares that all other participating Stockholders stockholders (including Other Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 3.3; and provided, -------- further, that in the event there is an increase in the price to be paid ------- by the Third Party for the Securities to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Investor FS Stockholder or the Existing Stockholders, as the case may be, the Investor FS Stockholder or the Existing Stockholders, as the case may be, shall notify the other, the Additional Stockholders and the other Company Stockholders of such increase or change in terms, and each of the Stockholders stockholders who was eligible to but did not elect to participate to the full extent of its their rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities it will sell to such Third Party, and the number of shares that all other participating Stockholders stockholders (including the Additional Stockholders and Other Tag-Tag- Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities which complies with this Section 3 in connection with such purchase shall not be subject to the obligations contained in this Section 3 with respect to its future sales of such Securitiestheir shares. The Investor FS Stockholder or the Existing Stockholders, as the case may be, shall cause to be remitted to the participating Stockholders stockholders the total sales price of the Included Shares of the participating Stockholders stockholders sold pursuant thereto, which consideration shall be in the same form and per share amount as the consideration received by the Investor FS Stockholder or the Existing Stockholders, as the case may be, and as specified in the applicable Initial Offer Notice, net of the pro rata portion (based on the total value of the consideration received by such Stockholder compared to the aggregate consideration received by all Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred in connection with a sale consummated pursuant to this Section 3. The Investor FS Stockholder or the Existing Stockholder Stockholders shall furnish, or shall cause to be furnished, such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by the participating Stockholders stockholders including, without limitation, evidence of the expenses incurred by the Investor FS Stockholder or the Existing StockholderStockholders, as the case may be, in connection with such sale. If and to the extent that, at the end of 120 180 days following the date of the applicable Final Notice, the Investor FS Stockholder or the Existing StockholderStockholders, as the case may be, has not completed the sale contemplated thereby, the Investor FS Stockholder or the Existing StockholderStockholders, as the case may be, shall return to the other participating Stockholders stockholders all certificates representing the Included Shares and all powers-of-attorney which the other participating Stockholders stockholders may have transmitted pursuant to the terms hereof.